a5763052ex10-1.htm


    Exhibit
10.1

    THIS STOCK
PURCHASE AGREEMENT (the “Agreement”) is entered into and is effective on this
21st day of May, 2008 by and between BMXP Holdings, Inc., a Delaware corporation
with principal address at 8885 Rio San Diego (the “Buyer”), and Michael Borish,
Edmund F. Curtis and John Holwell (collectively the “Sellers” and individually
“Seller”). As used in this Agreement, the term, “Parties” shall refer to the
Buyer and the Seller jointly.

    


    WHEREAS:

    


    A.

    Sellers
desire to sell and transfer to Buyer, all of the outstanding share capital of
Freedom Environmental Services, Inc., a Florida corporation whose address is
7395 Hoffner Avenue, Orlando, Florida 32822 (the “Freedom Stock”) for a total
purchase price of 20,704,427 newly issued  shares of the common stock
of Buyer (the “Purchase Price”).

    


    B.

    Buyer
desires to purchase from Sellers the Freedom Stock for the Purchase
Price.

    


    NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:

    


    1.
PURCHASE AND SALE:  Subject to the terms and conditions hereinafter
set forth, at the closing of the transaction contemplated hereby, the Sellers
shall sell, convey, transfer, and deliver to the Buyer certificates representing
such stock, and the Buyer shall purchase from the Seller the Freedom Stock in
consideration of the Purchase Price set forth in this Agreement.

    


    2.
REPRESENTATIONS AND WARRANTIES OF SELLERS:  Sellers hereby
individually and collectively warrant and represent:

    


    (a)
Organization, Standing and Business.  Freedom Environmental Services,
Inc. (“FES”) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida and has the corporate power and
authority and has licenses, permits, and authorizations necessary to carry on
the Business (such business consisting of liquid and septic waste removal and
full service plumbing) in which it is engaged and to own and use the properties
owned and used by it.

    


                (b)
Restrictions on Stock.

    


    i. The
Sellers are not a party to any agreement, written or oral, creating rights in
respect to the Freedom Stock in any third person or relating to the voting of
the Freedom Stock.

    


    ii.
Sellers are the lawful owners of the Freedom Stock, free and clear of all
security interests, liens, encumbrances, equities and other
charges.

    


    iii. There
are no existing warrants, options, stock purchase agreements,
redemption   agreements, restrictions of any nature, calls or
rights to subscribe of any character relating to the Freedom Stock, nor are
there any securities convertible into the Freedom Stock.

    


    iv.
Neither the execution and the delivery of this Agreement, nor the consummation
of this transaction will (1) violate any constitution, Law, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which FES is subject or any
provision of the articles of incorporation or bylaws of FES, or (2) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any Contract, lease, license, instrument,
or other arrangement to which the FES is a party or by which it is bound or to
which any of its assets is subject (or result in the imposition of any Lien upon
any of its assets).

    
 

    
      
        
        

      

      
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    v. The
Sellers have full power and authority to execute and deliver this Agreement and
to perform their obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of the Sellers, enforceable in accordance with its
terms and conditions.

    


    vi. Upon
Closing (as defined in Paragraph 5), the Freedom Stock shall represent 100% of
the share capital of FES and there shall exist no existing warrants, options,
stock purchase agreements, calls or rights to subscribe of any character
relating to the share capital of FES, nor shall there be any securities
convertible into the share capital of FES, nor shall FES have entered into any
agreement, commitment, or understanding, oral or written, which would cause FES
to have any obligation to issue any additional shares of its capital stock or
which would result in the issuance of additional shares of FES’ capital stock
subsequent to the Closing of this transaction.

    


    vii.
Sellers have been provided with sufficient information as the Sellers have
requested with respect to the Buyer for the Sellers to determine the suitability
of entering into the transaction contemplated by this Agreement.

    


    3.
REPRESENTATIONS AND WARRANTIES OF BUYER:

    


    i.
Organization and Standing. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.

    


    ii.  Neither
the execution and the delivery of this Agreement, nor the consummation of this
transaction will (i) violate any constitution, Law, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Buyer is subject or any
provision of the articles of incorporation or bylaws of Buyer, or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any Contract, lease, license, instrument,
or other arrangement to which the Buyer is a party or by which it is
bound

    


    iii. Upon
Closing, the Purchase Price shall represent 59.20% of the shares outstanding of
the Buyer and there shall exist no existing warrants, options, stock purchase
agreements, calls or rights to subscribe of any character relating to the share
capital of the Buyer, nor shall there be any securities convertible into the
share capital of the Buyer nor shall Buyer have entered into any agreement,
commitment, or understanding, oral or written, which would cause Buyer to have
any obligation to issue any additional shares of its capital stock or which
would result in the issuance of additional shares of Buyer’s capital stock
subsequent to the Closing of this transaction.

    


    


    
      
        
        

      

      
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    iv. The
Buyer has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and
conditions.

    


    v. Neither
the execution and the delivery of this Agreement, nor the consummation of this
transaction will (i) violate any constitution, Law, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Buyer is subject or any
provision of the articles of incorporation or bylaws of Buyer, or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any Contract, lease, license, instrument,
or other arrangement to which the Buyer is a party or by which it is bound
..

    


    vi. Buyer
has been provided with sufficient information as the Buyer has requested with
respect to FES for the Buyer to determine the suitability of entering into the
transaction contemplated by this Agreement.

    


    4.
CONDITIONS PRECEDENT TO BUYER’S AND SELLERS OBLIGATION TO CLOSE:

    


    (a) The
Buyer shall have completed a 1 for 20 reverse split of its shares
outstanding.

    


    (b) The
Buyer shall have amended its Certificate of Incorporation in order that the name
of Buyer shall be Freedom Environmental Services, Inc.

    


    (c) The
current management and Board of Directors of the Corporation shall agree to
resign, such resignation to be effective upon the Closing of this Agreement, and
the following persons shall have been appointed Directors:

    


    Michael
Borish, Chairman

    Edmund F.
Curtis, Director

    John
Holwell, Director

    


    5.
CLOSING.

    


    The
closing of the transactions contemplated by this Agreement ("Closing"), shall be
held at 8885 Rio San Diego, CA 92108 -- 5 days subsequent to the satisfaction of
all conditions precedent of paragraph 4 of this Agreement, or such other place,
date and time as the parties hereto may otherwise agree.

    


    6.
RESTRICTIVE LEGEND.

    


    Both Buyer
and Sellers agree that any securities to be issued pursuant to this Agreement
shall contain the following restrictive legend:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR
SUCH LAWS

     

     

    
      
        
        

      

      
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    7.   GENERAL
PROVISIONS:

    


    (a) Entire
Agreement. This Agreement constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between the Parties
hereto with respect to the subject matter hereof. No provision of this Agreement
may be amended, modified or waived orally, but only in writing signed by a duly
authorized officer of the Buyer and the Sellers.

    


    (b)
Governing Law, Venue. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in  California for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein  and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or inconvenient venue for such proceeding. If either
party shall commence an action or proceeding to enforce any provisions of this
Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.

    


    


    IN WITNESS WHEREOF, this
Agreement has been executed by each of the individual parties hereto on the date
first above written.

    


    


    
      	
              BUYER:

               

            	
              SELLERS:

               

            
	
               

               

              By:___________________________

            	
               

               

              __________________________________________

            
	
               

              David
      R. Koos, Chairman & CEO

            	
              Michael
      Borish

               

              __________________________________________

            
	
              BMXP
      Holdings Inc.

            	
              Edmund
      F. Curtis

               

              __________________________________________

            


    

     

     

     

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